$131

Business Description

A SUB ABOVE, LLC was formed as a limited liability company in the State of Delaware on October 31, 2019, with its principal place of business and business address as 2251 Landmark Place, Manasquan, New Jersey 08736. Company conducts its business under its limited liability company name and “JERSEY MIKE’S” with the franchises offered by this Disclosure Document. Company’s agents for service of process in the states whose franchise laws require Company to name an agent for service are shown on Exhibit A to this Disclosure Document.

Prior Experience

Company does not conduct the type of business to be operated by you. JMFS and its affiliates and subsidiaries have conducted business of the type to be operated by you since February 1987. The restaurant concept and business system for the JERSEY MIKE’S franchise is based on the original restaurant owned and operated by The Original Mike’s, Inc. The restaurant had been doing business as “Mike’s Submarines” and operated from 1956 to July 2002 at 1009 Trenton Avenue, Pt. Pleasant, New Jersey, 08742. JMFS’s Chairman and CEO, Peter Cancro, purchased “Mike’s Submarines” in 1975. In July 2002, the restaurant was relocated to a larger building at 901 Richmond Avenue, Pt. Pleasant Beach, New Jersey, 08742. Jersey Shore Construction LLC, an affiliate of JMFS, will provide products and services to Company’s franchisees. Jersey Shore Construction LLC has its principal place of business at 2251 Landmark Place, Manasquan, New Jersey 08736. FoodCo owns certain existing third-party vendor/suppler contracts for providing franchisees with material, equipment, supplies and/or services. FoodCo will provide products and services to Company’s franchisees. FoodCo does not offer any franchises. JMFS previously entered into license agreements under which licensees are permitted to use Company’s trademarks, pay royalties, and, to an extent, follow the System (as defined below). Such licensees typically operate JERSEY MIKE’S Restaurants in non-traditional locations. Because of the differences between non-traditional JERSEY MIKE’S Restaurants and Franchised Restaurants, the terms of these license agreements may differ from a Franchise Agreement. Company may continue to enter into such license agreements in certain circumstances. Company does not engage in any other business activities and does not offer franchises in any other business. Except as described in Item 1, no affiliates of Company offer franchises in any line of business, provide products or services to franchisees, or operate a JERSEY MIKE’s Franchised Restaurant

Business Offered

Company offers franchises for the establishment, development and operation of restaurant facilities for the on-premises and off-premises consumption of a wide assortment of made-to-order submarine type sandwiches, other sandwiches and related food products and beverages (“Franchised Restaurant” or “Restaurant”). You are granted the right to use the Marks “JERSEY MIKE’S”, “JERSEY MIKE’S ESTABLISHED IN ‘56 PT. PLEASANT, plus the design”, “MIKE’S, plus the design”, associated logos, commercial symbols and the System identified thereto in the operation of a JERSEY MIKE’S Franchised Restaurant. Company offers a franchise grant for a single Franchised Restaurant. Company provides start-up and on-going operational assistance to you as described in Item 11 of this Disclosure Document, and attached as Exhibit B. Company also offers the opportunity to obtain franchises to develop and operate a number of JERSEY MIKE’S Franchised Restaurants under an Area Development Agreement, attached to this Disclosure Document as Exhibit F. If you sign an Area Development Agreement, you will receive a non- exclusive Designated Territory (“Designated Territory”) in which you will establish individual Franchised Restaurants under separate Franchise Agreements according to a Development Schedule (“Development Schedule”) by the dates specified on the Development Schedule. Each JERSEY MIKE’S Franchised Restaurant will offer a wide assortment of made-to-order submarine type sandwiches, other hot sandwiches, and related food products and beverages for onpremises and off-premises consumption. The JERSEY MIKE’S Franchised Restaurant will offer its products and services to the general public. The Franchised Restaurant will compete with other national, regional or local chains and independent businesses operating restaurants offering products similar to those offered and sold from the Franchised Restaurant. Each Franchised Restaurant operates according to a distinctive System (“System”) regarding the establishment, development and operation of JERSEY MIKE’S Restaurant. The characteristics of the System include distinctive design of the Restaurant’s exterior and interior layout, design and color scheme; exclusively designed decorations, furnishings and materials; methods and techniques for inventory and cost controls, record keeping and reporting; personnel management, purchasing, sales promotion and advertising, special recipes, formulas, menus and food and beverage storage, preparation and service procedures and techniques; operating procedures for sanitation and maintenance; and a wide assortment of made-to-order submarine type sandwiches, other sandwiches and related food products and beverages for on-premises and off-premises consumption.

Initial Fees

Unless you sign a Development Agreement, when you sign a Franchise Agreement, you must pay Company an initial nonrefundable franchise fee of $18,500 for a standard franchise agreement. When you sign a lease for your Restaurant, you must pay Company $12,500 which will be used by Company to conduct a Grand Opening Advertising program for your Restaurant. When you sign a lease for your Restaurant, you must also pay Company a real estate and construction fee in the amount of $5,000. In addition, you must pay any balance due for each franchise fee for each JERSEY MIKE’S Restaurant opened as required by the terms of the Area Development Agreement. When you sign an Area Development Agreement, you must pay Company a nonrefundable development fee as stated below: a. The development fee for 3 JERSEY MIKE’S franchises established under an Area Development Agreement is $50,000, payable to Company when you sign the Area Development Agreement. No initial franchise fee will be due when you sign individual Franchise Agreements. b. The development fee for 5 JERSEY MIKE’S franchises established under an Area Development Agreement is $50,000, payable to Company when you sign the Area Development Agreement. In addition to the development fee, an initial franchise fee of $6,000 per franchise is due when you sign the franchise agreement for each franchise location. c. The development fee for 10 JERSEY MIKE’S franchises established under an Area Development Agreement is $120,000, payable to Company when you sign the Area Development Agreement. No initial franchise fee will be due when you sign individual Franchise Agreements. All fees paid as required by an Area Development Agreement are fully earned by Company at the time of signing and are nonrefundable, even if you, or your designated manager, fail to satisfactorily complete training or find approved locations. Company may elect to permit a franchisee to use a portion of the fees for marketing assistance, in certain situations as determined solely by Company. As a condition of awarding you a franchise, at Company’s sole discretion, you must work in a Restaurant that Company designates, without compensation, for approximately 16-24 hours so that Company may evaluate your aptitude for owning or managing a Restaurant. Company has no duty to award you a franchise. In order to offset Company’s expenses related to signing a franchise agreement, $5,000 of the Initial Franchise Fee is non-refundable in all circumstances. The individual franchise fees are fully earned and nonrefundable under any circumstances except as provided below: a. If no acceptable site is found and approved within nine months from the date on which the Franchise Agreement is signed, either Company or you may terminate the Franchise Agreement and Company will refund $13,500 of the initial franchise fee to you upon your signing a termination agreement and general release of claims. b. If Company determines that you, your Controlling Principal (as defined in Section 15), designated manager or shift supervisors are unable to satisfactorily complete the training program required of all franchisees, Company may terminate the Franchise Agreement and, unless you have signed an Area Development Agreement, Company will return $13,500 of the initial franchise fee to you upon your signing a termination agreement and general release of claims. In its sole discretion, Company offers certain qualified Jersey Mike’s managers sponsored by an existing Jersey Mike’s franchisee the opportunity to participate in its STAY (Sweat, Tears, and Years) Program. STAY Program participants are selected by Company in its sole discretion and are offered the opportunity to own a Jersey Mike’s franchise with their sponsor, with Company financing the development of the restaurant. The initial fee for this program is $35,000, which includes the initial franchise fee of $18,500. The remaining $16,500 will be applied toward repayment of amounts due under the note for the Restaurant. During the 2018 fiscal year, JMFS charged initial franchise fees ranging from $15,000 to $43,500 for non-traditional franchisees operating in locations such as airports, university campuses, casinos, or stadiums, and JMFS waived initial franchise fees for franchises partially or wholly owned by family members of officers or employees of JMFS. If you currently own the majority of at least one other JERSEY MIKE’S franchise, and you apply for a new Area Development Agreement to develop three additional JERSEY MIKE’S franchises, you will pay Company a reduced development fee of $25,500 if you agree to open all three Franchised Restaurants prior to December 31, 2020. This reduced development fee will not apply to an Area Development Agreement to develop more than three JERSEY MIKE’S franchises. If you do not open all three Franchised Restaurants by December 31, 2020, Company may terminate your Area Development Agreement and any Franchise Agreement you entered into pursuant to the Area Development Agreement for Franchised Restaurants that have not opened yet. Company will also waive the real estate and construction fee for each Franchised Restaurant. You will sign the Experienced Franchisee Program Addendum for each Franchise Agreement you enter into pursuant to the Area Development Agreement, which is attached as Exhibit I to this Disclosure Document. If you currently own the majority of at least one other JERSEY MIKE’S franchise, and you apply for a new JERSEY MIKE’s franchise without an Area Development Agreement, you will pay Company a reduced initial franchise fee of $8,500, so long as you agree to open your new Franchised Restaurant by December 31, 2020. This reduced initial franchise fee will only apply to a maximum of three new JERSEY MIKE’S franchises that you open. If you do not open your new Franchised Restaurant by December 31, 2020, Company may terminate the Franchise Agreement. You will also sign the Experienced Franchisee Program Addendum, under which Company will waive the real estate and construction fee. Other than the foregoing, all initial franchise fees and development fees are not refundable

Financing

Company does not offer direct or indirect financing and does not guarantee your note, lease or obligation. If you are interested in obtaining a loan guaranteed by the United States Small Business Administration (“SBA”), Company is listed on the Franchise Registry, which means you will receive expedited loan processing though the SBA. Please visit the Franchise Registry’s website at www.franchiseregistry.com for more information. However, JMFS provides financing to participants in the STAY program, up to a maximum amount of $375,000. As part of this program, JMFS will provide participants with loans to pay for the capital cost associated with the development of the locations. Participants in the STAY Program will be managers of existing Jersey Mike’s restaurants sponsored and nominated by existing franchisees. Not all nominees will be selected for the program. JMFS will select participants in its sole discretion. If you are a participant in the STAY Program, you will be required to execute an amendment to the Franchise Agreement, a Promissory Note with Guaranty and Assumption of Obligations, and a Security Agreement, examples of which are attached as Exhibit O of this Disclosure Document. Participants in the STAY Program will own their Jersey Mike’s restaurant with their sponsor in percentages approved by JMFS and will not be permitted to change those ownership percentages without its consent. JMFS’s consent will also be required for participants in the STAY Program to distribute profits to members or owners. If you participate in the STAY Program, the repayment term will be between five and seven years and the annual interest rate will be a variable interest rate between 3% and 5% over the Bank of America Prime Rate (currently, the Bank of America Prime Rate is 5.50%, so the annual interest rate would be between 8.5% to 10.5%), depending on your qualifications. Repayment will begin on the earlier of (i) the date 60 days after you open your Jersey Mike’s restaurant or (ii) the date that is the 12 to 24 month anniversary of the date of the Promissory Note. Such time frame may vary depending on your qualifications and the amount of time anticipated for your Jersey Mike’s restaurant to open. You may prepay the note at any time without penalty. If your landlord reimburses you with a tenant improvement allowance upon the build out of your Restaurant, you must immediately pay JMFS the tenant improvement allowance amount, payable against the amount advanced under the Promissory Note. If your landlord provides you rent abatement under the lease for a period of time, you must pay JMFS the amount of the rent abatement, payable against the amount advanced under the Promissory Note, in addition to your already required payments under the Promissory Note. If you default, JMFS may declare the entire remaining amount due. If you do not pay JMFS the entire balance, and any accrued unpaid interest, you may be responsible for the court costs and attorneys’ fees JMFS incurs in collecting the debt from you. Company may terminate your Franchise Agreement if you do not pay JMFS. The principals of the franchisee entity, and the spouse of each principal, if applicable, will personally guaranty the note. JMFS will also have a security interest in the assets of your Jersey Mike’s restaurant, which means that if you do not pay JMFS, JMFS may foreclose upon those assets consistent with state law. You must make note payments to JMFS via auto-debit transfer, if so requested. You must waive your rights to certain notices of a collection action in JMFS’s promissory note and guaranty. If you are a legal entity, your shareholders, members, partners and/or owners must personally guarantee the debt and agree to pay the entire debt and all collection costs. JMFS may sell, assign or discount any promissory note to a third party. If JMFS sells or assign your promissory note, it will not affect Company’s obligation to provide the services to you that are described in the Franchise Agreement but the third party may be immune under the law to any defenses to payment you may have against JMFS or Company. JMFS may also make a one-time grant a specified amount of funds to eligible franchisees who purchase existing JERSEY MIKE’S Restaurants or are acquiring a successor term for their JERSEY MIKE’S Restaurant (collectively, a “Retrofit Allowance”). Eligible franchisees must use their Retrofit Allowance to meet the Retrofit Requirements for their JERSEY MIKE’S Restaurants and must sign the Retrofit Contribution Agreement, as attached as Exhibit P. The amount of Retrofit Allowance will depend on the actual cost of carrying out the Retrofit Requirements and will not exceed 100% of the total cost of carrying out the Retrofit Requirements. Retrofit Allowance is a grant, not a loan. Neither the eligible franchisee nor any other person associated with the eligible franchisee will be required to return or repay the Retrofit Allowance to JMFS or its affiliates. However, if the Franchise Agreement or the Retrofit Contribution Agreement is terminated due to franchisee’s default, JMFS will have the right to demand repayment of the Retrofit Allowance, in lump sum, within 30 days of termination.

Franchisee Revenue and Profit

Company does not make any representations about a franchisee’s future financial performance or the past financial performance of Company-owned or franchised Restaurants. Company also does not authorize its employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing Restaurant, however, Company may provide you with the actual records of that Restaurant. If you receive any other financial performance information or projections of your future income, you should report it to Company’s management by contacting its Legal Department at 2251 Landmark Place, Manasquan, New Jersey 08736, (732) 223-4044; the Federal Trade Commission; and the appropriate state regulatory agencies.